{"url_path":"/sec/sila/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance.","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1567925/0001567925-26-000013-index.html","accession_number":"0001567925-26-000013","cik":"0001567925","ticker":"SILA","issuer_name":"Sila Realty Trust, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1567925/0001567925-26-000013-index.html","primary_entity_key":"0001567925","primary_entity_name":"Sila Realty Trust, Inc."},"word_count":3691,"has_tables":true,"body_markdown":"Item 10. Directors, Executive Officers and Corporate Governance.\n\nDirectors and Executive Officers of the Company\n\nThe principal occupation and certain other information about the directors are set forth below. We are not aware of any family relationship among any of the directors or any of the executive officers of the Company. Each of the directors has stated that there is no arrangement or understanding of any kind between him or her and any other person relating to his or her role as a director.\n\nThe following table sets forth the names, ages and positions of the current board of directors, (the \"Board\"), and the current executive officers.\n\nNameAgePositions\n\nJonathan Kuchin74Chair of the Board (Independent)\n\nZ. Jamie Behar68Director (Independent)\n\nAdrienne Kirby72Director (Independent)\n\nVerett Mims63Director (Independent)\n\nRoger Pratt73Director (Independent)\n\nMichael A. Seton53Chief Executive Officer, President and Director\n\nKay C. Neely50Chief Financial Officer, Executive Vice President, Treasurer and Secretary\n\nJonathan Kuchin has been an independent director of Sila since April 2014. Mr. Kuchin is Chair of the Board and is a member of the Audit Committee. Mr. Kuchin has more than 29 years of experience in public accounting, focusing on public companies and their financial and tax issues, including accounting for income taxes, initial public offerings, public financings, mergers and acquisitions, executive compensation issues, and implementation and compliance with the Sarbanes-Oxley Act of 2002. Mr. Kuchin served as an independent director of Carter Validus Mission Critical REIT, Inc., an affiliate of the Company, from March 2011 to October 2019. From 1997 until his retirement in 2010, Mr. Kuchin served in various positions with PricewaterhouseCoopers, most recently as a tax partner in New York City, 2004 – 2010, where he focused on public and private REIT clients, SEC reporting aspects of public REITs, including accounting for income taxes and uncertainty of income taxes, as well as compliance with the Sarbanes-Oxley Act. From October 1988 to July 1997, Mr. Kuchin held various positions with Coopers & Lybrand, culminating in partnership. Mr. Kuchin obtained a bachelor’s in business economics from the University of California, Santa Barbara in 1981 and is licensed as a certified public accountant. Mr. Kuchin was selected to serve as an independent director because of his significant real estate industry experience and his expansive knowledge in public accounting and tax.\n\nZ. Jamie Behar has been an independent director of Sila since June 2022. Ms. Behar is a member of the Nominating and Corporate Governance Committee, (the \"NCG Committee\") and Chair of the Audit Committee. She has been a director of Armour Residential REIT, Inc. (NYSE: ARR) (“Armour”) since August 2019, and is co-Chair of the Governance Committee and a member of the Audit Committee. Ms. Behar joined the Board of Directors of Shurgard Self Storage upon the company’s IPO in October 2018, and serves as Chair of the Real Estate Investment Committee and as a member of the Audit Committee and of the Environmental, Social, and Governance Committee (\"ESG Committee\"). Ms. Behar serves as Lead Board Director for Benefit Street Partners Multifamily Trust, a non-traded REIT, having joined the board in October 2019. From 2005 to 2015, Ms. Behar was Managing Director, Real Estate & Alternative Investments, for General Motors Investment Management Corporation (“GMIMCo”), having previously served as Portfolio Manager at GMIMCo for 19 years. Ms. Behar was responsible for the management of approximately $12 billion at peak portfolio value of primarily private market and publicly traded real estate on behalf of both General Motors Company and other unaffiliated clients. Ms. Behar’s previous public real estate company Board of Director positions include Sunstone Hotel Investors (2004-2020), Forest City Realty Trust (2017-2018), Gramercy Property Trust (2015-2018) and the Broadstone Real Estate Access Fund (2018-2022), and she also served as a member of the Board of Directors of Hospitality Europe, B.V., a private pan-European hotel company (1998-2006). Ms. Behar is a member of the Real Estate Investment Advisory Council of the National Association of Real Estate Investment Trusts (“NAREIT”), and serves as co-chair of the Pension Real Estate Association (“PREA”) Governance Committee and as a member of the PREA Research Committee. Ms. Behar was on the Board of Directors of PREA from March 2008 through March 2014, having held the position of Board Chair from March 2010 to March 2011. Ms. Behar holds a B.S. in Economics (magna cum laude) from The Wharton School, University of Pennsylvania, an M.B.A. from Columbia University Graduate School of Business, and the Chartered Financial Analyst (CFA) designation. In December 2018, Ms. Behar was the recipient of NAREIT’s E. Lawrence Miller Industry Achievement Award for her contributions to the REIT industry. Ms. Behar was\n\n1\n\nselected to serve as an independent director because of her significant experience in the REIT industry, her extensive prior board experience, and her public company experience.\n\nAdrienne Kirby has been an independent director of Sila since April 2021. Ms. Kirby is the chair of the Compensation Committee and a member of the NCG Committee. Ms. Kirby has served on the board of private company Greenway Health since 2019, where she chairs the Compliance Committee. She is also on the board of a start-up company, Doctivity, where she assumed the position of Chair of the board in December 2024. Previously, Ms. Kirby served on the Board of Directors of three other private companies, TrellisRX from 2019 until its sale in May of 2022, MedVet from 2019 until its refinancing in July of 2024, and TigerConnect, from October 2022 until December of 2024. She also serves on the board of the Philadelphia chapter of the National Association of Corporate Directors, which she joined in 2021 and the Committee of 200 (\"C200\") starting in December of 2024. Prior to these board positions, Ms. Kirby had a forty-year career in healthcare with extensive experience as a COO, President and CEO of large health systems, leading hospitals, physician organizations and ambulatory operations. Most recently, she served in several leadership capacities with Cooper University Health Care: Executive Chairman and Chief Executive Officer (2018 – 2019), President and Chief Executive Officer (2013 –2018), and Senior Vice President and Chief Operating Officer (2012 –2013). In these roles, Ms. Kirby led the development and implementation of an enterprise wide strategic plan to achieve an organizational turn around resulting in: the transformation from a safety net hospital to a regional academic tertiary care center with a new medical school and advanced programs in cancer, cardiac, trauma and surgical care; extensive facility acquisition, development and expansion initiatives; and development of pivotal partnerships, initiatives and transformations, significantly improving the company’s financial performance and achieving unprecedented business and financial growth and several bond rating upgrades. From 2010 to 2012, Ms. Kirby worked for MedStar Health, a nine-hospital healthcare system with operations in Washington, D.C. and throughout Maryland, as Senior Vice President, MedStar and President, Franklin Square Medical Center. Previously, Ms. Kirby worked for Virtua Health, the largest health system in southern New Jersey, performing in various leadership roles from 1999 to 2010, including Chief Operating Officer of Virtua Voorhees Hospital, Ambulatory Services and Programs of Excellence. Earlier in her career, Ms. Kirby held various positions with Christina Care, the University of Pennsylvania Medical Center, and Hahnemann University. Ms. Kirby earned a bachelor’s degree in nursing from Rutgers University and a master’s degree and a Ph.D. from the University of Pennsylvania. Ms. Kirby was selected to serve as an independent director because of her experience leading and operating healthcare systems.\n\nVerett Mims has been an independent director of Sila since June 2022. Ms. Mims is a member of both the Compensation Committee and the Audit Committee. She is currently the Chief Financial Officer at Blum Capital Partners, L.P., a long-term strategic equity investment management firm where she has led a team of seasoned accounting/finance professionals with responsibility for the Financial, Operations, Compliance and Tax functions of the firm since 2020. She is responsible for sourcing and managing corporate investments which includes the firm's hospitality/real estate. Prior to joining Blum Capital, Ms. Mims worked at the Boeing Company (\"Boeing\") from 2002 through early 2020. During her 18-year tenure at Boeing, Ms. Mims held several positions including Director, International Finance and the Assistant Treasurer, Global Treasury Operations. Ms. Mims had oversight of the foreign exchange, commodity and inflation hedging portfolio, cash investments and global banking infrastructure and her notable contributions include the development of tech-driven processes and systems that drove efficiency, multimillion-dollar cost savings, and operational excellence. Prior to joining Boeing, Ms. Mims spent seven years in sales serving as a strategic advisor to match foreign exchange solutions with corporate clients’ risk profiles at Citibank, NationsBank and Bank of Montreal where she pioneered an early Salesforce-like client management system and built a profitable book of business. Ms. Mims currently serves on the board of Sunstone Hotel Investors and the Steppenwolf Theatre of Chicago. She has previously served on the Boards of Arts & Business Council of Chicago, San Miguel Schools of Chicago, Illinois Student Assistance Commission, Southern University MBA Board of Advisors, the Muntu Dance Theatre of Chicago, and most recently Illinois Humanities. Ms. Mims holds an M.B.A. from the Stanford University Graduate School of Business, an M.S. in physics from Massachusetts Institute of Technology, and a B.S. in physics from Southern University and A&M College. Ms. Mims was selected to serve as an independent director because of existing board experience, experience in financial positions, and experience in enterprise risk.\n\nRoger Pratt has been an independent director of Sila since July 2018. Mr. Pratt is Chair of the NCG Committee and is a member of the Compensation Committee. Mr. Pratt was the Managing Director for Prudential Real Estate Investors (\"PREI\") from 1995 until his retirement in 2014. In this capacity, he served as a senior leader at PREI, which over the course of his 32-year career with PREI became a global real estate manager with over $50 billion in gross assets. Mr. Pratt held various roles with PREI and entities affiliated with Prudential: (1) member of the U.S., Latin American and Global Investment and Management Committees of PREI (1995 – 2013); (2) Co-Chief Risk & Investment Officer of PREI (2012 – 2014); (3) US Senior Portfolio Manager of PREI (1995 – 2011); (4) directing role for PREI’s US Single Client accounts (1997 – 2011); (5) directing role for PREI’s Senior Housing platform (2003 – 2010); (6) Co-founder and Senior Portfolio Manager of PRISA III (2003 – 2010); (7) Senior Portfolio Manager of PRISA II (1995 – 2011); and (8) Portfolio Manager of PREI (1992 – 1995). From 1982 to 1992, Mr. Pratt served in various capacities with the Prudential Realty Group (\"PRG\") as an asset manager and later served as the head of PRG’s New Jersey regional office and co-head of PRG’s national development portfolio. On behalf of PRISA II, Mr. Pratt served on the board of trustees of Starwood Hotels and Resorts Worldwide, Inc. (1997 – 1999) (formerly\n\n2\n\nNYSE: HOT). Previously, he served as a Community Development Planner for the State of North Carolina (1976 – 1980). He also served as Senior Advisor to the Elite International Investment Fund (2016-2021). Mr. Pratt is an Emeritus Member of the Wood Center Real Estate Studies Advisory Board at the University of North Carolina, the Board of Directors and Treasurer of the Schumann Fund for New Jersey, and the Board of Directors of The George Washington University Museum and The Textile Museum in Washington, D.C. He is also an Emeritus Trustee of the Foundation Board of the Mason School of Business at the College of William and Mary. Mr. Pratt earned a master of regional planning in 1976 from the University of North Carolina, a master of business administration in 1982 as a Dean’s Scholar from the University of North Carolina, and a bachelor of arts degree from the College of William and Mary in 1974, graduating Phi Beta Kappa. Mr. Pratt was selected to serve as an independent director because of his significant real estate and capital markets experience.\n\nMichael A. Seton has served as a director of Sila since July 2018, Chief Executive Officer since April 2018, as President since March 2015, and as a member of the Investment Committee since January 2013. Mr. Seton has more than 30 years of real estate investment and finance experience. He has served in various roles with the Company and entities affiliated with the Company: (1) Chief Executive Officer of Carter Validus Mission Critical REIT, Inc. (April 2018 – October 2019) and President (March 2015 – October 2019); (2) President of Carter/Validus Advisors, LLC (April 2012 – October 2019), member of the Investment Committee (November 2010 – October 2019), Chief Executive Officer (April 2018 – October 2019), Co-Chief Executive Officer (August 2015 – April 2018), Chief Investment Officer and Executive Vice President (July 2011 – April 2012), Vice President (November 2010 – July 2011), Chief Financial Officer (March 2010 – November 2010); (3) Chief Executive Officer of Carter Validus Advisors II, LLC (April 2018 – September 2020), Co-Chief Executive Officer (August 2015 – April 2018), President (January 2013 – September 2020), and member of the Investment Committee (January 2013 – September 2020); (4) Co-founder and Chief Executive Officer of Carter Validus REIT Management Company II, LLC (June 2012 – September 2020), Co-Chief Executive Officer (July 2015 – April 2018) and President (January 2013 – September 2020); (5) Co-founder and Chief Executive Officer of Carter/Validus REIT Investment Management Company, LLC (August 2009 – October 2019), Co-Chief Executive Officer (July 2015 – April 2018) and President (December 2009 – October 2019); (6) Chief Executive Officer of CV REIT Management Company, LLC (March 2018 – September 2020) and Co-Chief Executive Officer (October 2015 – April 2018); (7) Chief Executive Officer of CV Data Center Growth & Income Fund Manager, LLC (May 2018 – December 2019); and (8) member of the Investment Committee of CV Data Center Growth & Income REIT Advisors, LLC (May 2018 – December 2019). Previously, Mr. Seton was a Managing Director and Division Head in the Originations Group at Eurohypo AG (including its predecessor organizations, now part of Commerzbank AG) from December 1996 until June 2009. In this role, Mr. Seton led a team of professionals in the origination, structuring, documentation, closing and syndication of real estate financings for private developers, traded and non-traded public real estate investment trusts, and real estate operating companies. Real estate finance transactions in which Mr. Seton was involved included both on and off-balance sheet executions, including senior debt and mezzanine financings. Mr. Seton obtained a Bachelor of Science in economics from Vanderbilt University in 1994. We believe Mr. Seton's role as the Company's Chief Executive Officer and President; his intimate knowledge and experience with all aspects of the business, operations, opportunities and challenges of our Company; and his understanding of our culture, personnel and strategies provide the requisite qualifications, skills perspectives and experiences that make him qualified to serve on our Board.\n\nKay C. Neely has served as Chief Financial Officer and Treasurer of Sila since September 2018, as Secretary of Sila since June 2019, as a member of the Investment Committee of Sila since September 2020, and as Executive Vice President since March 2022. Ms. Neely has approximately 25 years of real estate accounting, finance and operations experience. Since 2016, she has served in various roles with the Company and entities affiliated with the Company: (1) Chief Financial Officer and Treasurer of Carter Validus Advisors II, LLC (September 2018 – September 2020) and Secretary (June 2019 – September 2020); (2) Chief Financial Officer, Treasurer and Secretary of Carter Validus REIT Management Company II, LLC (June 2019 – September 2020); (3) Executive Vice President of Finance and Accounting of CV Data Center Growth & Income REIT Advisors, LLC (November 2018 – December 2019); (4) President of CV Data Center Growth & Income Fund Manager, LLC (June 2019 – December 2019); (5) Chief Executive Officer of CV Data Center Real Estate Management Services, LLC (June 2019 – December 2019); (6) Senior Vice President of Accounting of Carter/Validus Advisors, LLC (January 2016 – June 2019); (7) Chief Financial Officer, Treasurer and Secretary of Carter Validus Mission Critical REIT, Inc. (June 2019 – October 2019); (8) Chief Financial Officer and Secretary of Carter/Validus Advisors, LLC (June 2019 – October 2019); (9) Chief Financial Officer, Treasurer and Secretary of Carter/Validus REIT Investment Management Company, LLC (June 2019 – October 2019); and (10) Senior Vice President of Accounting of Carter Validus Advisors II, LLC (January 2016 – September 2018). Ms. Neely served in various capacities at KPMG LLP (1999 – 2016), most recently as Associate Director of Audit Resource Management, where she managed the daily operations and financial planning for audit practices in 10 offices located in the Southeast and Puerto Rico, which consisted of over 400 audit partners, managers and staff. Earlier, Ms. Neely held various positions, including in her capacity as an audit senior manager, handling the planning, organization, staffing and execution of audit engagements for public and private entities primarily in the real estate sector, including real estate investment trusts and investment funds. Ms. Neely joined the Advisory Board of the Florida Institute of CFOs in 2025. Ms. Neely graduated Beta Gamma Sigma from Emory University, Goizueta Business School in 1998 with a bachelor of business administration with\n\n3\n\nconcentrations in accounting and finance and is a licensed certified public accountant.\n\nDelinquent Section 16(a) Reports\n\nSection 16(a) of the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), requires each director, officer and individual beneficially owning more than 10% of a registered security of the Company to file with the SEC, within specified time frames, initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5) of common stock of the Company. Based solely on a review of the copies of such forms furnished to us during and with respect to the fiscal year ended December 31, 2025, or written representations that no additional forms were required, to the best of our knowledge, all of the filings by the Company’s directors and executive officers were made on a timely basis, except that a Form 4 for each of Mr. Seton and Ms. Neely reporting earned performance-based equity awards and related tax withholding was inadvertently filed late on February 6, 2025.\n\nCode of Business Conduct and Ethics\n\nThe Board has adopted a Code of Business Conduct and Ethics that is applicable to all members of the Board, our officers and our employees. The policy may be found on our website at investors.silarealtytrust.com by clicking on “Governance,” “Governance Documents,” and then on “Code of Business Conduct and Ethics.” If, in the future, we amend, modify or waive a provision in the Code of Business Conduct and Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our website as necessary. In addition, the Board has adopted a Policy on Inside Information and Insider Trading, which precludes the Company’s officers, directors and employees and their relatives from trading in the Company’s securities while in possession of inside information about the Company and disclosing inside information to others, among other restrictions. The Policy on Inside Information and Insider Trading also provides guidelines around public disclosure and Rule 10b5-1 pre-planned trading programs.\n\nDirector and Officer Stock Ownership Guidelines\n\nOur Board believes that the alignment of directors’ and executive officers’ interests with those of our stockholders is strengthened when Board members and executive officers are also stockholders. Therefore, our Board has adopted minimum stock ownership guidelines under which directors and executive officers are expected to acquire shares of our common stock with a value at least equal to (1) (a) six (for the Chief Executive Officer), (b) four (for non-employee directors) or (c) three (for executive officers, other than the Chief Executive Officer), multiplied by the annual cash retainer paid for serving on the Board (if a director) or the base salary (if an executive officer). The directors and executive officers are expected to currently satisfy at least the minimum guidelines or beginning on the five year anniversary of the date the individual becomes a director or executive officer, as applicable. Both executive officers and non-employee directors must retain 50% of equity awards (net after-tax) until the holding requirement is met. Shares directly owned and unvested time-based restricted stock are included as “owned” for purposes of these guidelines, and unearned performance-based deferred stock units are excluded. All of our directors and executive officers are currently in compliance with these minimum guidelines.\n\nAudit Committee\n\nThe Audit Committee is composed of Ms. Behar, Mr. Kuchin and Ms. Mims. The Audit Committee reports regularly to the full Board and annually evaluates its performance. The Audit Committee meets periodically during the year, usually in conjunction with regular meetings of the Board. The Audit Committee, by approval of at least a majority of the members, selects the independent registered public accounting firm to audit our annual financial statements, reviews, with the independent registered public accounting firm, plans and results of the audit engagement, approves the audit and non-audit services provided by the independent registered public accounting firm, reviews the independence of the independent registered public accounting firm, considers the range of audit and non-audit fees, reviews the adequacy of our internal controls and oversees the Company's cybersecurity program and any material cybersecurity incidents. The Board has adopted a charter for the Audit Committee that sets forth its specific functions and responsibilities. The Audit Committee charter may be found on our website at investors.silarealtytrust.com by clicking on “Governance,” “Governance Documents,” and then on “Audit Committee Charter.”\n\nThe Board has determined that all three members of the Audit Committee have the requisite financial literacy under the rules of the NYSE to serve on the Audit Committee and satisfy the definition of “audit committee financial expert” under applicable rules of the SEC. Additionally, the Board determined that all of the members of the Audit Committee are independent under the applicable rules of the NYSE and under the separate independence standards for audit committee members under Rule 10A-3 of the Securities Exchange Act of 1934, as amended. The Audit Committee met five times during 2025.\n\n4"}